Last updated January 31, 2019
This Mediana End User License Agreement (the “Agreement”) is between you and Mediana LLC (“Mediana” or “we”) that owns the Mediana Designer Community Edition software program (“Software”) you are accessing or using. Mediana may modify this Agreement from time to time, subject to the terms in Section 4.2 (Modifications) below.
By checking the Mediana End User License Agreement box during the registration process or by accessing or otherwise using the Software, you acknowledge that you have read this Agreement, understand it and agree to be bound by its terms and conditions. If you do not agree to this Agreement, do not use or access the Software.
1. Use of the Software
1.1. Your License Rights. Subject to the terms and conditions of this Agreement, Mediana grants you a non-exclusive and non-sublicensable license to install and use the Software during the applicable License Term for personal, non-commercial use only, in accordance with this Agreement. Systematic professional or commercial use of the Software requires a commercial license. If you are interested in a version of the Software that allows such use, please contact us at support@mediana.us.
1.2. Restrictions. Except as otherwise expressly permitted in this Agreement, you will not: (a) reproduce, modify, adapt or create derivative works of any part of the Software; (b) rent, lease, distribute, sell, sublicense, transfer, or provide access to the Software to a third party; (c) use the Software for the benefit of any third party; (d) incorporate the Software into a product or service you provide to a third party; (e) interfere with any license key mechanism in the Software or otherwise circumvent mechanisms in the Software intended to limit your use; (f) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to the Software, except to the extent expressly permitted by applicable law (and then only upon advance notice to us); (g) remove or obscure any proprietary or other notices contained in the Software; (h) use the Software for competitive analysis or to build competitive products; (i) publicly disseminate information regarding the performance of the Software; or (j) encourage or assist any third party to do any of the foregoing.
1.3. User Support. No user support or maintenance is provided as part of this Agreement.
2. License Term
2.1. Term. This Agreement is effective on the moment you install the Software until terminated by any party with or without notice (“License Term”). Mediana will notify you the termination. Your rights under this license will terminate automatically without notice from Mediana if you fail to comply with any term of this license. Upon termination of the license, you will stop using the Software and destroy all copies.
2.2. Product-Specific Terms. Some Software may be subject to additional terms specific to that Software as set forth in the Product-Specific Terms. By accessing or using a product covered by the Product-Specific Terms, you agree to the Product-Specific Terms.
2.3. Ownership and Feedback. The Software is made available on a limited license or access basis, and no ownership right is conveyed to you. Mediana has and retains all right, title and interest, including all intellectual property rights, in and to the Software. From time to time, you may choose to submit Feedback to us. Mediana may in connection with any of its products or services freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. Nothing in this Agreement limits Mediana’s right to independently use, develop, evaluate, or market products or services, whether incorporating Feedback or otherwise.
2.4. Mediana Account. In order to use the Software, you must register for a Mediana Account. To create a Mediana Account, you will be required to provide certain information and you will establish a username and a password. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. Mediana reserves the right to suspend or terminate your account if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You are responsible for safeguarding your password. You agree not to disclose your password to any third party and to take sole responsibility for any activities or actions under your account, whether or not you have authorized such activities or actions. You will immediately notify Mediana of any unauthorized use of your account. You may cancel your Mediana Account at any time by sending an email to support@mediana.us.
3. Disclaimer, Indemnity and Limitation of Liability
3.1. Warranty Disclaimer. THE SOFTWARE IS PROVIDED BY MEDIANA ON AN “AS IS” AND “AS AVAILABLE” BASIS. MEDIANA EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NONINFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY, OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. MEDIANA WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF MEDIANA. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MEDIANA DOES NOT MAKE ANY REPRESENTATION, WARRANTY OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF ANY SOFTWARE OR ANY CONTENT THEREIN OR GENERATED THEREWITH, OR THAT: (A) THE USE OF ANY SOFTWARE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE; (B) THE SOFTWARE WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA; (C) THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS); (D) ERRORS OR DEFECTS WILL BE CORRECTED. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
3.2. Indemnity. To the maximum extent permitted by law, you agree to defend, indemnify and hold Mediana harmless from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with: (i) your access to or use of the Software; or (ii) your violation of the Agreement or any other agreement/license with Mediana.
3.3. Limitation of Liability. IN NO EVENT SHALL MEDIANA BE LIABLE FOR ANY DAMAGES DUE TO USE OF THE SOFTWARE TO THE MAXIMUM EXTENT PERMITTED BY LAW. THIS INCLUDES WITHOUT LIMITATION ANY LOSS OF USE, LOST OR INACCURATE DATA, LOST PROFITS, INTERRUPTION OF BUSINESS, COSTS OF DELAY OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND.
4. General Provisions
4.1 Governing Law and Jurisdiction. This Agreement will be governed by and construed in accordance with the applicable laws of the State of Kansas, U.S.A., without giving effect to the principles of that State relating to conflicts of laws. You hereby consent to the exclusive jurisdiction and venue of the state or federal courts in the State of Kansas to resolve any disputes arising under this Agreement.
4.2. Modifications. We may modify the terms and conditions of this Agreement (including Mediana Policies) from time to time without further notice. When these changes are made, Mediana will make a new version of the Agreement available on its website. Continued use of the Software by you after any such changes constitutes your acceptance of the new License Agreement. If you do not agree to abide by these or any future Agreement, do not use or continue to use the Software.
4.3. Government End Users. Any United States federal, state, or local government customers are subject to the Government Amendment in addition to this Agreement.
4.4. Entire Agreement. This Agreement is the entire agreement between you and Mediana relating to the Software and supersedes all prior or contemporaneous oral or written communications, proposals and representations between you and Mediana with respect to the Software or any other subject matter covered by this Agreement. No provision of any purchase order or other business form employed by you will supersede or supplement the terms and conditions of this Agreement, and any such document relating to this Agreement will be for administrative purposes only and will have no legal effect. If you have questions about the Agreement, please contact us at support@mediana.us.